The directors present their strategic report for the year ended 31 March 2025.

The principal activity of SQIB Limited during the year was that of a group holding company. The principal activities of the subsidiaries of SQIB Limited consists of property development, property investment and management, private jet aircraft services and charter aircraft service, pawn brokers along with the provision of hotel accommodation, leisure facilities, venue hire and food and beverage.

Administration

SQIB Limited entered administration on 7th November 2024, exiting administration on 23rd December 2024, with control being handed back to the directors. This process commenced because of key secured creditor, holding a qualifying floating charge over the assets of the company, appointing administrators in relation to a secured debt. The administration related only to SQIB Limited, and not any of its subsidiaries.

The strategy within the administration process was always to best preserve the value of the business and achieve the purpose of administration whilst achieving the best possible outcome for creditors. The process also enabled the business to strategically negotiate with the key creditor, allowing the business to successfully move the facility to a new creditor with less onerous conditions.

Following various investigations by the administrator in relation to information provided by the business, it was clear that with this key creditor being replaced with an alternative lender that the level of non-​related debt was manageable, and that the business was therefore not insolvent. The administrator found no issues in connection with the way the company was run. This further enabled the administrators to agree the overall solvency and exit strategy, which was for the Company to exit Administration and control of the Company be handed back to the Directors as soon as possible.  An application to Court was made and approved. The administration ended with effect from 23 December 2024.

Going concern

The group's business activities, together with the factors likely to affect its future development, performance and position are set out in this Strategic Report, which also refers to the group's financial risk management objectives, including exposure to liquidity risk. The group meets its day-​to-​day working capital requirements through the support of its shareholders and external borrowing.

At the reporting date, the Group's external bank borrowings amounted to £83,029,049 (2024: £83,913,587) including a facility of £61,128,436 which was subject to a standstill arrangement with the lender. The directors are currently engaged in discussions with the lender regarding revised terms and the refinancing of this facility. As at the date of approval of these financial statements, these discussions remain ongoing and the directors are continuing to work closely with the lender to agree revised arrangements.

While the directors remain confident that a satisfactory outcome will be achieved, they recognise that the successful conclusion of these discussions is not wholly within the Group's control and therefore represents a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern.

The financial statements have been prepared on the going concern basis as the director and majority shareholder K R Spencer has undertaken to provide financial support, as required, to enable the group to continue to trade for a period of at least 12 months from the date of approval of these statements.

Should the group be unable to meet its liabilities as they fall due, adjustments would have to be made to restate fixed assets as current assets and reduce the value of assets to their recoverable amounts and to provide for any further liabilities as they arise.

The process of risk acceptance and risk management is addressed through a framework of procedures and internal controls which are subject to Board approval and ongoing review by management and risk management. Compliance with regulation, legal and ethical standards is a high priority for the company and group, and the compliance team and finance department take on an important oversight role in this regard. The Board is responsible for satisfying itself that a proper internal control framework exists to manage financial risks and that controls operate effectively.

The principal risks to the Group relate primarily to factors affecting property valuations and rental income streams, notably high inflation and the ongoing cost-​of-​living crisis, as discussed below. These risks may directly impact Bewl Events & Waterpark Limited, Bishops UK Limited, Connect Centre Limited, and 55VS No. 2 Limited, and could potentially affect revenue at Integra Property Management Limited.

Salomons UK Limited faces further risk from increasing local competition in hotel accommodation, venue, and room hire markets, alongside the wider economic pressures. Similarly, Zenith Aviation Limited is particularly exposed to global fuel price increases -​ exacerbated by inflation and the ongoing war in Ukraine, which may reduce gross profit margins. However, Zenith Aviation Limited was disposed in March 2025, removing the Group’s exposure to this risk. Rising utility costs also pose a challenge across the Group’s businesses.

Economic conditions

The Consumer Prices Index (CPI) rose by 2.8% in the 12 months to May 2026. Persistent inflation and the continued high cost of living continue to influence consumer spending behaviour in the UK and globally. Ongoing geopolitical uncertainty, including the wars in Ukraine and the Middle East, has contributed to volatility in global energy markets, including fuel prices.

Management is actively monitoring inflation, energy prices and broader cost-of-living pressures. During the year, the aviation division was particularly impacted by rising fuel costs, which materially reduced gross profit margins. As a result, and in line with the Group’s strategy to step away from the aviation sector and focus resources on its remaining core operations, Zenith Aviation Limited was disposed of in March 2025. Management subsequently made the decision in March 2026 to cease trading within The Air Charter Club Limited with immediate effect. Zenith Aircraft Limited, sold its two aircraft on 25 June 2024 and 1 July 2025 for consideration of $6m and $6.5m, respectively.

The leisure division, including Salomons UK Limited and Bewl Water, has felt the impact of rising energy prices and inflation. As weddings and events are often booked well in advance, there can be a delay before cost increases are reflected in revenue, temporarily affecting margins. To address this, management has undertaken detailed profitability analysis to ensure events remain competitively priced while contributing to profitability. This initiative has led to notable improvement over the past 12 months.

Management is also working to reduce Bewl Water’s reliance on summer trade by expanding off-​season activities. A new seasonal attraction, “Christmas at Bewl”, was successfully launched in December 2023 and has seen continued growth in December 2024 and 2025.

In the property division, income remains safeguarded by legally binding lease agreements. However, short-​term cash flow can be affected by lease deferrals. Shifts in working patterns have created medium-​ to long-​term uncertainty regarding demand for office space, with potential implications for property valuations and sustainable rental income. Encouragingly, recent trends suggest a gradual return to office-​based or hybrid working models by many businesses.

To mitigate the effects of current economic conditions, management have implemented several strategies including reviewing the Group’s cost base, centralising support functions, hedging exchange rate exposure, and renegotiating third-​party loan terms. Cash flow forecasting, both short-​ and long-​term, continues to be a priority, with significant capital events planned to generate material net proceeds. While uncertainty remains around geopolitical and economic issues, the directors are confident in the Group’s long-​term strategy and the successful delivery of planned capital events.

In the unlikely event that these capital events do not materialise as expected, there may be an adverse impact on the Group’s cash position and its ability to service debt interest payments. Therefore, the director K R Spencer is committed to supporting all the SQIB subsidiary companies and this is expected to continue for the foreseeable future

Interest rates and exchange rates

Several SQIB subsidiary companies maintain bank and other loan facilities to finance previous acquisitions of businesses and properties. These facilities are subject to interest charges and are therefore sensitive to changes in the Bank of England base rate and/​or the LIBOR.

Loans used to finance aircraft acquisitions are denominated in US dollars, as are a significant proportion of aircraft part purchases. Consequently, both cash flow and loan balances are exposed to exchange rate volatility -​ particularly the risk posed by a strengthening US dollar or a weakening pound sterling. To manage this, the Group continues to employ appropriate foreign exchange hedging strategies. By July 2025, Zenith Aircraft Limited had sold its remaining aircraft, enabling the Group to fully repay its remaining US dollar-denominated loans.

Financial risk management objectives

The group is exposed to financial risk through its financial assets and financial liabilities. In particular, the key financial risk is that the proceeds from financial assets are not sufficient to fund obligations as they fall due.

Credit risk - Credit risk is that the customer will be unable to pay amounts in full when due. The group manages this risk by reviewing suitable credit terms for each new customer and after suitable checks have been performed.

Cash flow risk - Cash flow risk is that the group will not have sufficient cash resources to meet its obligations as they fall due, in particular, interest charges and loan repayments. The group manages this risk through efficient working capital management and monitors its bank balances and facilities daily.

Interest rate risk – Interest rate risk is the risk that the group’s borrowing costs will increase significantly and as a result the group will not be able to meet its obligations on its bank and other loan facilities. The group manages this risk by regularly reforecasting cash flows using the latest interest rates and by using foreign exchange hedging techniques on its USD interest obligations.

Foreign exchange risk – Foreign exchange risk is the risk that the group will not have sufficient resources to meet its foreign currency payment obligations due to the volatile exchange rate. Management is mitigating this risk using exchange rate hedging techniques.

The group closely monitors its performance against a series of measures on a monthly and year-to-date basis. These cover key aspects of the business operations including debtors, creditors, expenses, and cash flow. Expenses are monitored monthly by expense type and cash flow is monitored daily.

The group also monitors turnover, gross profit margin and operating profit/(loss). For the subsidiary company that provides hotel accommodation, its key performance indicator is to monitor occupancy as well as KPIs on number of covers in its restaurants and bars. For the subsidiary that provides charter flights, its key performance indicator is the number of charters and number of non-flying days. In addition, for the subsidiaries that invest and develop property they monitor the investment property valuations for capital growth.

For the year ended 31 March 2025, the group’s gross profit percentage was 28.7% (2024: 20.5%).

The group’s net liabilities have increased from the prior year by £10,249,930. Losses incurred by SQIB Limited, Zenith Aviation Limited, Salomons UK Limited, Bishops UK Limited and Connect Centre Limited have contributed to the deterioration of the net balance sheet position.

For each of the subsidiary companies within the group, the level of trade debtors is monitored on a regular basis, and each review examines the ageing of the debt to ensure that the debtor days does not exceed an excessive level. Management also monitors the level of trade creditors on a regular basis with the aim to maximise the level of credit available to the group within normal credit terms offered to it by suppliers.

Non-financial key performance indicators

The Strategic report does not include any non-financial key performance indicators as the directors consider it is not necessary for an understanding of the development, performance, or position of the group's business.

Post balance sheet events

A group subsidiary, Zenith Aircraft Limited, sold its one remaining aircraft after the year end on 1 July 2025 for consideration of $6.5m.

A group subsidiary, The Air Charter Club Limited ceased to trade in April 2026. Accordingly, its subsequent financial statements have been prepared on a basis other than going concern.

A group subsidiary, Bishops UK Limited, sold Hangar 528 after the year end on 20 May 2025 for proceeds of £800,000 and Mill Farm Unit 4 on 11 May 2026 for £512,000.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The results for the year are set out on page 16.

No ordinary dividends were paid (2024: nil). The directors do not recommend payment of a further dividend (2024: nil).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Applications for employment by disabled persons are always fully considered, bearing in mind the relative aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the company continues and the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of a disabled person should as far as possible, be identical to that of a person who does not suffer from a disability.

Consultation with employees or their representatives has continued at all levels, with the aim of ensuring that views are taken into account when decisions are made that are likely to affect their interests. Information about the financial and economic performance of their business units and of the SQIB group as a whole are communicated to employees through the in-house newsletters and briefing groups.

The auditor, Mercer & Hole LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Matters required by Schedule 7 of the large and medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 have been included in the separate Strategic Report in accordance with section 414c(11) of the Companies Act 2006.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Qualified opinion

We have audited the financial statements of SQIB Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its group's loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

We were not able to obtain reconciled balance confirmations or legal documentation from related party debtors and creditors totalling £341,292 (2024: £9,943) and £1,870,706 (2024: £2,996,631) respectively as at 31 March 2025 in respect of a group subsidiary, Integra Property Investments Limited ("IPML"). Consequently, we were not able to satisfy ourselves by alternative procedures as to the completeness and accuracy of these debtors and creditors included in the IPML balance sheet. As a result, we were unable to determine whether any adjustment to this amount was necessary.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 1.4 in the financial statements concerning the group’s and the company’s ability to continue as a going concern.

The group made a loss before taxation of £10,373,398 (2024: £9,192,509 ) during the year ended 31 March 2025. At 31 March 2025 the group had net current liabilities of £127,395,862 (2024: £123,141,621) and net liabilities of £79,248,246 (2024: £68,998,316).

The Group and the Company remain reliant on the ongoing support of third-party lenders, related parties and shareholders in order to continue trading and meet their liabilities as they fall due. This support includes existing loan facilities not being recalled and the standstill period on a significant borrowing facility being extended until successful refinancing arrangements are in place. In addition, the successful completion of a number of capital events is required to meet debt repayments that either fall due within 12 months of the date these financial statements are approved or have already fallen due prior to their approval. Ongoing support from existing lenders is dependent upon the Group and the Company remaining in good standing with those lenders, including in circumstances where loan covenants have been breached but have not been enforced. The directors therefore remain reliant on the successful refinancing and extension of existing borrowing facilities, together with the continued support of lenders, related parties and shareholders, to enable the Group and the Company to continue as going concerns and to meet their liabilities as they fall due.

As stated in Note 1.4, these events or conditions, along with the other matters explained therein, indicate that a material uncertainty exists that may cast significant doubt on the company’s and the group’s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

Notwithstanding the above, in auditing the financial statements we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006 and tax legislation.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to overstate revenue or understate expenditure and management bias in accounting estimates.

Audit procedures performed by the engagement team included:

• discussions with management, including considerations of known or suspected instances of non- compliance with laws and regulations and fraud;

• gaining an understanding of management's controls designed to prevent and detect irregularities; and

• identifying and testing high risk journal entries.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non- compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £19,616,157 (2024 - £3,996,669 loss).

SQIB Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB.

The group consists of SQIB Limited and all of its subsidiaries. The principal activities of the company and its subsidiaries (the group) and the nature of the group's operations are set out in the Strategic Report.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company SQIB Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The group made a loss before taxation of £10,373,398 (2024: £9,192,509) during the year ended 31 March 2025. At 31 March 2025 the group had net current liabilities of £127,395,862 (2024: £123,141,621) and net liabilities of £79,248,246 (2024: £68,998,316) including amounts due from the parent undertaking and other related parties of £44,445,941 (2024: £60,612,986) of which £19,797,754 (2024: £19,015,694) was due after more than one year. At 31 March 2025, the group owed £86,136,491 (2024: £91,839,804) to other related parties which is repayable on demand.

At 31 March 2025, the company had net current liabilities of £47,033,919 (2024: £27,415,352) including £78,414,943 (2024: £81,348,984) due from group companies and related parties, £19,797,754 (2024: £19,015,694) of which was due after more than one year. At 31 March 2025 the company owed £57,304,477 (2024: £44,705,210) to group companies and other related parties.

At the reporting date, the Group's external bank borrowings amounted to £83,029,049 (2024: £83,913,587), including a facility of £61,128,436 which was subject to a standstill arrangement with the lender. The directors are currently engaged in discussions with the lender regarding revised terms and the refinancing of this facility. As at the date of approval of these financial statements, these discussions remain ongoing and the directors are continuing to work closely with the lender to agree revised arrangements.

While the directors remain confident that a satisfactory outcome will be achieved, they recognise that the successful conclusion of these discussions is not wholly within the Group's control and therefore represents a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern.

Additionally, the Group has a balance of £86,136,491 (2024: £82,138,666) due to a related party, over which management exercises significant influence. While this loan is classified as repayable on demand, it is back-to-back with another related party agreement. The repayable-on-demand clause is not expected to be enforced, given the unique nature of the underlying related party arrangements. Management are also confident that the amounts due from the parent undertaking and related parties are fully recoverable and support has been provided by a shareholder.

The directors have assessed the impact of inflationary pressures and the ongoing cost of living and energy crises in the UK, which have affected short-term performance as outlined in the Strategic Report on page 1. In response, a number of cost-reduction measures have been implemented to improve operational efficiency and profitability.

Despite these efforts, forecasts indicate that the Group and company will continue to make operating losses for the foreseeable future. Some loan agreements contain repayment schedules that are contingent on successful completion of capital events. The directors remain confident that these events will materialise as planned. However, in the event some or all of these events do not come to fruition, there would be a negative impact on the Group’s cash flow and its ability to meet debt repayment obligations.

In view of these uncertainties, the shareholders have reaffirmed their ongoing commitment to financially support all SQIB subsidiary companies, and this support is expected to continue for the foreseeable future.

The financial statements have been prepared on a going concern basis, which assumes that the Group and the Company will continue in operational existence for at least twelve months from the date of approval of these financial statements. This assessment is dependent on the Group and the Company continuing to meet their day-to-day working capital requirements.

The majority shareholders have provided confirmation of their intention to continue supporting the Group and the Company financially for a period of at least twelve months from the date of approval of these financial statements. This support is intended to ensure that the Group and the Company can meet their obligations as they fall due. However, if such financial support were to be withdrawn or not materialise, there is a risk that the Group and the Company may be unable to meet their liabilities as they fall due.

While the availability of this funding is not guaranteed, the directors have a reasonable expectation that adequate resources will be available to enable the Group and the Company to continue operating. In the event that debt funding is not secured as planned, the Company would be required to seek alternative sources of finance, which may prove challenging to obtain within a short timeframe.

Accordingly, these circumstances represent a material uncertainty that may cast significant doubt upon the Group’s and the Company’s ability to continue as a going concern. If the Group and the Company are unable to secure the necessary funding, they may be unable to realise their assets and discharge their liabilities in the normal course of business.

Nevertheless, based on the forecasts, ongoing shareholder support, and management’s plans to secure additional funding, the directors have a reasonable expectation that the Group and the Company will continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing these financial statements. As such, the financial statements do not include any adjustments that would be required if the Group or the Company were unable to continue as a going concern.

The turnover shown in the profit and loss account is exclusive of Value Added Tax and represents amounts receivable in respect of rental income, property management fees, hotel accommodation, food and beverage sales, venue hire and aircraft leasing services provided during the period. Revenue is recognised when the amount of revenue can be reliably measured at the point when goods and services have been provided.

Aircraft leasing services revenue is recognised at the point when charter flights services have been provided.

Income derived from hotel accommodation is recognised in the period when the customers stay, with any advanced bookings being deferred.

Income derived from food and beverage sales and leisure activities is recognised in the period at the point of sale except for any advanced bookings being deferred.

Income derived from venue hire is recognised in the period when the venue is provided, with any advanced bookings being deferred.

Rental income is recognised on a straight line basis over the period of the lease.

Property management fees are recognised in the period the service has been provided,

Goodwill represents the excess of the consolidation for an acquired undertaking, compared with the fair value of net assets acquired. It is capitalised and written off evenly over 5 years as in the opinion of the directors, this represents the period over which the goodwill is expected to give rise to economic benefits. Goodwill is reviewed for impairment at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Property rented to a group entity is accounted for as tangible fixed assets.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Loans and receivables

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The key accounting estimate in preparing these financial statements relates to the carrying value of the investment properties which are stated at fair value. The group uses lease terms, market conditions and sales prices based upon known market transactions for similar properties as a basis for determining the directors' estimation of the fair value of the investment properties. However, the valuation of the group's investment properties is inherently subjective, as it is made on the basis of valuation assumptions which may in future not prove to be accurate. In addition, the deferred tax liabilities recognised in respect of the fair value gains and losses on these investment properties are assessed on the basis of assumptions regarding the future, the likelihood that assets will be realised and liabilities will be settled, and estimates as to the timing of these future events and as to the future tax rates that will be applicable.

The directors consider the amounts due to the company from other group companies and related parties to be fully recoverable based on the support provided by the group and its controlling shareholders.

The directors have assessed the ageing, credit risk and post‑year‑end receipts relating to other debtor balances. While there is some uncertainty inherent in assessing recoverability, no specific indicators of impairment have been identified. On this basis, the directors consider the amounts due to be recoverable.

The recoverable amount of goodwill and investments in subsidiaries is based on value in use which requires estimates in respect of the allocation of goodwill to cash generating units within each subsidiary undertaking and associated forecast income and expenditure. Management prepare regular forecasts and utilise these to determine the presence of impairment factors which would impact the carrying value of goodwill or investments in subsidiaries.

The company uses the percentage of completion method to recognise maintenance project revenue . This method requires the director to estimate the level of work performed at each reporting date as a proportion of the total services to be performed to complete the contract. Variations to estimates could result in the over or under recognition of revenue.

Included in the Aircraft maintenance and charter service turnover is £13,038,483 (2024: £13,357,483) relating to discounting operations.

The group’s turnover is generated solely from its activities in the United Kingdom.

Administrative expenses include £1,282,171 of legal and professional fees. Included in this are professional fees incurred in connection with the administration outlined in the Strategic Report . These costs include £300,383 for administrators' remuneration and insolvency-related professional services of £62,513.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The directors active during the period were remunerated by other companies headed by Venus TopCo Limited, a company registered in Guernsey and the controlling parent of Markerstudy Group Holdings Limited. Venus TopCo Limited has shareholders in common with the Armatire Group.

In 2021, three subsidiaries within the Group entered into a loan arrangement with another company within the Group attracting an interest rate of 4.5% plus base, resulting in interest accrued to 31 March 2024 of £8,087,984. During the prior financial year, the terms of the loan were renegotiated such that the interest, including historic accrued interest, was no longer payable on the loan.

As a result all interest previously accrued, totalling £8,087,984, has been credited to the Profit and Loss account in the prior year.

Amount written off current loans of £247,279 relates to interest on a loan with a related party that is no longer recoverable.

The gain on disposal of the subsidiary of £357,719 is further explained in note 28 of the financial statements.

During the year, the UK main rate of corporation tax was 25%.

Deferred tax assets not recognised relating to losses carried forward in currently loss making subsidiary entities. The total losses carried forward is £20,568,436 excluding accumulated capital and corporate interest restrictions.

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

On 22 March 2025, the group disposed of its entire interest in Zenith Aviation Limited for a consideration of £1. Zenith Aviation Limited carried out a substantial part of the group’s aviation operations. The disposal was undertaken as part of management’s strategy to focus on the group’s core remaining business.

The results of the discontinued operation have been presented separately on the face of the group statement of comprehensive income.

During the year, Carter Jonas performed Red Book valuations on £2,150,000 of the investment property portfolio, and Newmark Gerald Eve performed Red Book valuations on £26,935,000 of the investment property portfolio. The valuations are based on the existing tenancies at the balance sheet date. Overall this resulted in an overall fair value loss of £345,000 (2024: £2,130,000 ) in the year.

The directors have represented that they have historically sold properties on a vacant possession basis and will continue to do so in the future. If the properties were valued on a vacant possession basis they would be valued at £30,025,000, an uplift of £940,000 to the value of the properties with a corresponding unrealised gain recognised in the income statement.

Overall the group owns 18% of Rothbury Road Limited from their 100% holding of the 35,747 ordinary C shares of 0.1p (acquired for consideration of £36). Rothbury Road Limited is an entity registered in the UK that provides property development services.

Overall the group owns 20% of 32/34 Eagle Wharf Road Limited from their 100% ownership of the 40,000 Ordinary C shares of £0.001 each (acquired for consideration of £40). 32/34 Eagle Wharf Road Limited is an entity registered in the UK that provides property development services

Details of the company's subsidiaries at 31 March 2025 are as follows:

All subsidiaries disclosed above have the same registered office as the Company. On 22 March 2025, The Air Charter Club Limited, a wholly owned subsidiary undertaking, disposed of its 100% interest in Zenith Aviation Limited for consideration of £1. Consequently, Zenith Aviation Limited ceased to be an indirect subsidiary of the Group from that date.

The group also has significant holdings in undertakings which are not consolidated:

The group holds 20% of the nominal value of ordinary shares issued by 32/34 Eagle Wharf Road Limited and 18% of the shares issued by Rothbury Road Limited. These companies are not accounted for as an associated undertaking because the group is not in a position to exercise significant influence. The registered office of both entities is 1st Floor Cordy House, 87-95 Curtain Road, London, EC2A 3BS.

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

The directors consider that the carrying amounts of financial assets and liabilities carried at amortised cost in the financial statements are approximate to their fair values.

Company

On 29 March 2019 the company made a loan to Bishops U.K. Limited totalling £12,150,000 which was repayable on 29 March 2022 and remains outstanding. The loan was secured with a legal charge over David Salomons House, Tunbridge Wells. Interest is being charged at 5% per annum.

Included within other debtors due within one year and falling due after more than one year are amounts of £31,496,981 (2024: £33,478,194) receivable from related parties. These balances are either related by virtue of being within the Armatire Group or due from entities with common directors and are considered related parties for the purposes of the financial statements.

Group

Included within other debtors due within one year and falling due after more than one year are amounts of £44,445,941 (2024: £60,612,986) receivable from related parties. These balances are either related by virtue of being within the Armatire Group or due from entities with common directors and are considered related parties for the purposes of the financial statements.

Group

Included within other creditors is £86,136,491 (2024: £82,138,666) due to Lustrum Investments Limited, a company under common control.

Company

Included within other creditors is £27,525,722 (2024: £25,590,940) due to Lustrum Investments Limited, a company under common control.

Bank loans

Included within bank loans at both company and group level are borrowings held by SQIB Limited comprising a loan of £6,779,503 due to NC Finance Limited, bearing interest at the Bank of England base rate plus 2%, and a loan of £61,128,436 due to Global Recovery Limited following refinancing completed during the year, bearing interest at the Bank of England base rate plus 4% per annum. Both facilities were repayable on 31 December 2029 at the reporting date. The loans are secured by fixed and floating charges over the assets of the Company and the Group and are subject to financial covenants. Certain covenant breaches arose during the year; however, the lenders did not exercise their rights to demand immediate repayment.

Included within bank loans is a facility originally acquired from Hampshire Trust Bank PLC by Bishops UK Limited on 26 July 2021. The facility amounted to £4,386,000, bears fixed interest at 3.25% per annum, and had an outstanding balance of £2,024,200 at the reporting date (2024: £2,024,200). The loan is due to mature on 26 July 2031. During the year the subsidiary breached a covenant relating to the value of the secured property; however, the lender waived its right to demand immediate repayment and the facility remained in place.

Included within the bank loans of 55VS No. 2 Limited is a loan balance of £10,033,405 (2024: £10,982,185). The loan was secured by way of a fixed and floating charge over all the property and undertaking of the subsidiary and was originally due for repayment in December 2024, bearing interest at 2.75% per annum. Following the year end, the loan facility was extended and revised terms were agreed, extending the repayment date to 16 October 2025. The interest rate was amended to 2.10% until 16 September 2025 and thereafter to the Bank of England base rate plus 4.5%. The loan was subsequently repaid in full on 28 November 2025 following refinancing with an alternative lender.

Zenith Aircraft Limited has a total bank loan of £2,012,326 outstanding at the reporting date (2024: £4,533,351), bearing interest at US LIBOR plus 2% per quarter. The loan is secured by registered charges over the subsidiary's plant and machinery in favour of Lombard North Central Plc and at the year end date was repayable as follows: £942,269 within one year and £1,070,057 after more than one year.

Included in bank loans as at 31 March 2025 was an amount due to Lombard North Central Plc of £1,070,057 (2024: £3,550,466). Zenith Aircraft Limited is committed to repay the aggregate of US LIBOR plus 2%, per quarter, on the outstanding loan value. There is a registered charge over the plant and machinery held by Zenith Aircraft Limited in favour of Lombard North Central Plc.

The following are the major deferred tax liabilities and assets recognised by the group and company:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

For each class of share, they do not have the right to fixed income, each share type carries the right to one vote at general meetings of the company.

Profit and loss account - This reserve records retained earnings and accumulated losses.

Revaluation reserve – this records the value of investment property and tangible fixed asset fair value movements recognised in the profit and loss account to distinguish between distributable and non-distributable reserves. This is shown net of deferred tax where recognised.

On 22 March 2025 the group disposed of its 100% holding in Zenith Aviation Limited. Included in these financial statements are losses of £1,324,931 arising from the company's interests in Zenith Aviation Limited up to the date of its disposal.

Intercompany receivables of £13,857,330 were novated from Zenith Aviation Limited to SQIB Limited prior to disposal. These balances were subsequently written off within SQIB Limited and therefore do not form part of the disposal net assets calculation.

Subsequent to the year end, SQIB Limited completed a further renegotiation of its lending arrangements. In June 2025, amended loan terms were agreed with the lender. As part of the refinancing process, the Group settled two tranches of debt due to NC Finance Limited, comprising principal repayments of approximately £4.8 million (Tranche 1: £3.25 million and Tranche 2: £1.56 million). Total payments of approximately £4.9 million were made, including accrued interest. Following these repayments, Tranche 3 remains outstanding with principal of approximately £2.2 million.

The repayments were funded principally from the post year-end disposal of an aircraft owned by Zenith Aircraft Limited and the sale of Hangar 528 owned by Bishops UK Limited.

At 31 March 2025, the Group's external bank borrowings amounted to £83.0 million (2024: £83.9 million), including a facility of £61.1 million which remained subject to a standstill arrangement with the lender. The directors continue to engage with the lender regarding revised terms and the refinancing of this facility. As at the date of approval of these financial statements, discussions remain ongoing.

Whilst the directors remain confident that a satisfactory outcome will be achieved and that the Group will continue to have access to sufficient funding, the successful conclusion of these discussions is not wholly within the Group's control. Accordingly, these matters represent a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern. The financial statements have nevertheless been prepared on the going concern basis as the directors consider this to remain appropriate.

Post balance sheet events in relation to subsidiaries

• Zenith Aircraft Limited – The subsidiary sold an aircraft after the year end, on 1 July 2025 for consideration of $6.5 million. Following this the entity has ceased to trade.

• The Air Charter Club Limited ceased to trade in April 2026. Accordingly, its subsequent financial statements have been prepared on a basis other than going concern.

• Bishops UK Limited – The subsidiary sold Hangar 528 on 20 May 2025 for proceeds of £800,000 and Mill Farm Unit on 11 May 2026 for £512,000.

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

Company

Included in other related parties is £20,145,506 relating to entities within the Armatire Limited group which the SQIB Group are members of.

Amounts totalling £11,308,176 owed by related parties excluding entities in the Armatire Group have remained outstanding for a considerable period. While the Directors remain confident in the recoverability of the balances, the ultimate shareholder has issued a letter of support confirming that, should the counterparties fail to repay these balances, they will provide the necessary funds to cover any resulting shortfall.

Group

Included in other related parties is £21,120,405 relating to entities within wider Armatire Limited group which the SQIB Group are members of.

Amounts totalling £19,985,104 owed by related parties excluding entities in the Armatire Group have remained outstanding for a considerable period. While the Directors remain confident in the recoverability of the balances, the ultimate shareholders have issued a letter of support confirming that, should the counterparties fail to repay these balances, they will provide the necessary funds to cover any resulting shortfall.

An amount of £4,513,975 (2023: £5,519,541) was included in bank loans owing by Zenith Aircraft Limited at the year ended 31 March 2024. As part of the terms of this bank loan, K R Spencer has provided a personal guarantee. An amount of £nil (2023: £3,389,147) was included in bank loans owing by Jet Aircraft Limited at the year ended 31 March 2024. As part of the terms of this bank loan, K R Spencer has provided a personal guarantee.

An amount of £10,982,185 was included in bank loans owing by 55VS No2 Limited. As part of the terms for these bank loans, the directors each guaranteed a principal amount of £2,285,250.

Impairments of £nil (2023: £2,874,402 ) have been recognised in respect of amounts owed by related parties.

The amounts outstanding are unsecured, non-interest bearing and will be settled in cash. No guarantees have been given or received.

The immediate and ultimate parent undertaking by virtue of its 75% shareholding in the Company is Armatire Limited, a Company registered in England and Wales, and represents the largest and smallest group for which consolidated accounts included SQIB Limited are prepared. Copies of these financial statements can be obtained from 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB.

Armatire Limited is controlled by KR Spencer and A Spencer by virtue of their 50%/50% ownership of Armatire Limited.